Notice of Convocation of the 82Nd Ordinary General Meeting of Shareholders
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<Translation> Note: This English translation of the original Japanese version of the notice has been prepared for the sole purpose of the convenience of non-Japanese shareholders and shall by no means constitute an official or binding version of the notice. (Securities Code: 8601) May 31, 2019 To Our Shareholders Daiwa Securities Group Inc. 9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo President and CEO Seiji Nakata Notice of Convocation of The 82nd Ordinary General Meeting of Shareholders Daiwa Securities Group Inc. (“Company”) would like to express its gratitude for your courtesies. You are hereby notified that the 82nd Ordinary General Meeting of Shareholders (“Meeting”) will be held as stated below. You are respectfully requested to attend the Meeting. If you are unable to attend the Meeting, you may exercise your voting rights in writing. Please examine the “Reference Documents for the General Meeting of Shareholders” provided below, and indicate your approval or disapproval of the bill on the agenda on the “Voting Rights Exercise Form” enclosed herewith and return the form to the Company by 17:00 (5:00 p.m.) Tuesday, June 25, 2019. You may also exercise your voting rights for the Meeting via electronic devices (via the Internet, etc.). If you choose to exercise your voting rights via the Internet, please access the website of the Company, https://www.web54.net/ , using the “Voting Rights Exercise Code” and “Password” indicated in the “Voting Rights Exercise Form” enclosed herewith. Please examine the “Reference Documents for the General Meeting of Shareholders” provided below and vote for approval or disapproval of the bill in accordance with the guidance on the website by 17:00 (5:00 p.m.) Tuesday, June 25, 2019. Particulars 1. Date and time of the Meeting 10:00 a.m., Wednesday, June 26, 2019 (Doors open at 9:00 a.m.) (Tokyo time) 2. Place of the Meeting Convention Hall, B2, The Prince Park Tower Tokyo 8-1, Shiba-koen 4-chome, Minato-ku, Tokyo 3. Matter to be dealt with at the Meeting Matters to be reported: 1.Report on the contents of the Business Report, the Consolidated Statutory Report, and the outcome of the audit of the Consolidated Statutory Report conducted by Independent Auditors and the Audit Committee, with respect to the 82nd fiscal year (from April 1, 2018 to March 31, 2019). 2.Report on the contents of the Non-Consolidated Statutory Report for the 82nd fiscal year (from April 1, 2018 to March 31, 2019). 1 Matters to be resolved: Bill: Election of fourteen (14) Directors (Members of the Board) 4. Matters regarding the Exercise of Voting Rights (1)If you are unable to attend the Meeting, you may exercise your voting rights in writing or via electronic device (via the Internet, etc.). (2) If you exercise your voting rights in writing and submit the “Voting Rights Exercise Form” without any indication in the space for approval or disapproval of the bill, it shall be deemed as an intention of approval. (3) If you exercise your voting rights by proxy, you must delegate your voting rights to a proxy who is a shareholder of the Company entitled to vote. In such case, in addition to the letter of proxy to prove the proxy, the proxy’s own “Voting Rights Exercise Form” would be required. Furthermore, delegation of your voting rights is limited to only one proxy. (4) If you choose to exercise your voting rights in a non-uniform manner, please inform the Company, in writing, of your intention to exercise your voting rights in a non-uniform manner and the reason for it three days in advance of the Meeting. 5. Disclosure via the Internet (1)As permitted by applicable laws and regulations and Article 23 of the Company’s Articles of Incorporation, “System to Ensure Appropriateness of Business and State of Operation of Such System”, “Consolidated Statements of Changes in Net Assets”, “Notes to the Consolidated Statutory Report”, “Statements of changes in Net Assets”, and “Notes to the Non-Consolidated Statutory Report” which are to be provided along with this Notice of Convocation, are posted on the website of the Company (http://www.daiwa-grp.jp/ir/shareholders/shareholders_04.html) and are not attached to this Notice of Convocation. Therefore, the attachment is only a part of the “Consolidated Statutory Report” and “Non-Consolidated Statutory Report” which were audited by Independent Auditors and the Audit Committee to create the audit report and accounting audit report, respectively. (2)If any modification to the contents of the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Statutory Report and/or the Non-Consolidated Statutory Report is needed before the date of the Meeting, the Company will post such modification on the website as stated above. (3)For the purpose of providing early disclosure, the content of this Notice has been posted on the website of the Company before dispatch of the Notice. Please note that any proxy or person accompanying a shareholder who is not a shareholder of the Company may not attend the Meeting. When you attend the Meeting, please submit the enclosed “Voting Rights Exercise Form” to the receptionist at the venue of the Meeting. If you are a nominee shareholder of a custodian bank, etc. (including a standing proxy), and if you have applied in advance to use the web-based platform to exercise voting rights for institutional investors that is managed by Investor Communications Japan, Inc. (ICJ), you may use that platform as a method, instead of the Internet, of exercising your voting rights via an electronic device. 2 Reference Documents for the General Meeting of Shareholders Bill and reference matters Bill. Election of Fourteen (14) Directors (Members of the Board) The terms of office of all members (fourteen (14) Directors) of the Board of Directors are expiring as of the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company requests shareholders’ approval to elect, in total, fourteen (14) Directors pursuant to the decision of the Nominating Committee. The nominees for Directors (Members of the Board) are as follows. Mr. Tadashi Onodera, Mr. Michiaki Ogasawara, Mr. Hirotaka Takeuchi, Mr. Ikuo Nishikawa, Ms. Eriko Kawai and Mr. Katsuyuki Nishikawa are the nominees for Outside Directors as defined in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. New appointment/ Reappointment, Years Attendance Candidate Title and charge in the Name If Female, on Rate Number Company If Outside, Board (FY2018) If Independent Chairman of the Board and 10/10 1 Takashi Hibino Corporate Executive Officer Reappointment 15 (100%) Member of the Board, Representative Corporate Executive Officer, 10/10 2 Seiji Nakata President and Reappointment 4 (100%) CEO of the Company, and Head of Retail Member of the Board, Representative Corporate Executive Officer, 10/10 3 Toshihiro Matsui Deputy President and Reappointment 3 (100%) COO of the Company, and Head of Wholesale Member of the Board, Corporate Executive Officer 4 Kazuo Takahashi and Deputy President Reappointment 2 10/10 of the Company, and (100%) Deputy Head of Wholesale Member of the Board, Corporate Executive Officer, 5 Keiko Tashiro Deputy President Reappointment 5 10/10 of the Company, and Female (100%) Head of Overseas Member of the Board, Senior Executive Managing 10/10 6 Mikita Komatsu Director of the Company, and Reappointment 3 (100%) Deputy Head of Wholesale Senior Executive Managing 7 Masahisa Nakagawa Director and New Appointment - - CIO of the Company New Appointment 8 Sachiko Hanaoka Senior Managing Director Female - - Reappointment 9 Tadashi Onodera Outside Director Outside 5 9/10 Independent (90%) 3 Reappointment 10 Michiaki Ogasawara Outside Director Outside 4 9/10 Independent (90%) Reappointment 11 Hirotaka Takeuchi Outside Director Outside 3 9/10 Independent (90%) Reappointment 12 Ikuo Nishikawa Outside Director Outside 3 10/10 Independent (100%) Reappointment Female 8/8 13 Eriko Kawai Outside Director Outside 1 (100%) Independent New Appointment 14 Katsuyuki Nishikawa Outside - - Independent 4 Candidate Number of shares of Date of Birth Years on Attendance Name Number the Company held (Sept. 27, 1955) Board Rate common stock 10/10 1 Takashi Hibino Reappointment 15 197,990 shares (100%) The reason for election He joined the Company in 1979, served successively as the Head of Products, Overseas, Corporate Planning and Personnel and thereby has broad experience related to the business of the whole Daiwa Securities Group. Also, he served as the Representative Corporate Executive Officer, President and CEO of the Company from 2011 to 2017 and has broad experience and insights as a manager. Therefore, he is considered to be qualified to serve as a Member of the Board. Brief personal history, title, charge and significant concurrent positions Apr. 1979 Joined the Company Apr. 2002 Managing Director of Corporate Planning Dept. of the Company June 2002 Senior Managing Director and Head of Equity of Daiwa Securities SMBC Co. Ltd. May 2004 Executive Managing Director, Head of Corporate Planning, Personnel, Legal and Secretariat and Managing Director of Personnel Dept. of the Company June 2004 Member of the Board, Executive Managing Director, Head of Planning, Personnel and Legal, and Managing Director of Personnel Dept. of the Company July 2004 Head of Planning, Personnel and Legal of the Company Apr. 2005 Head of Planning and Personnel of the Company Apr. 2007 Member of the Board and Senior Executive Managing Director of the Company July 2008 Head of Planning and Personnel and Deputy Head of Wholesale of the Company; and Senior Executive Managing Director of Daiwa Securities SMBC Co. Ltd. Apr. 2009 Member of the Board, Deputy President and Deputy Head of Wholesale of the Company; and Representative Director and Deputy President of Daiwa Securities SMBC Co.